Popeye pushes Swee'Pea's carriage as he accompanies Olive Oyl to a large county fair, where she is taking her prize piglet Smedley to a pig show. Meanwhile, Popeye is left to amuse Swee'Pea with the fair's various attractions. Both the sailor and the baby are entertained by Jojo, the India Rubber Man's stretchy body, and Swee'Pea is inspired to play with his balloon in the same way; however, this causes it to float off and the baby leaves his carriage in order to chase it - without Popeye noticing. When he does, Swee'Pea is already midway through an archery shooting range, although Popeye is the only one to end up caught by the arrows. After Swee'Pea is almost hit by a hammer at the test-of-strength pole, Popeye is not so lucky. Next up is the pen of a prize bull, which Swee'Pea enters, with his red gown causing the animal to go berserk, yet Popeye takes care of the beast in the nick of time. The baby then walks through a "win a doll" booth, and the doll-to-be-hit-by-baseballs' resemblance to Swee'Pea only adds to Popeye's worries.
A dangerous walk on the tight wire leads them both to fall towards lumps of hay - which are to be turned into bales, yet Popeye saves the baby from the machine even as he is caught by it himself. Swee'Pea is finally able to catch his balloon, only to let it go when he notices a great big hot air balloon before him. He gets on board and is then able to let out the air inside the vehicle (which causes it to climb rapidly then plummet to the ground with the boy caught in its anchor). Before it crashes to the ground, Popeye proceeds to eat his spinach, become rocket-shaped and heroically snatch Swee'Pea away from danger. However, the baby begins to cry upon being placed into his carriage again, not even appeased by Popeye getting him a new balloon.
As Olive exits the pig show along with the award-winning Smedley, she is surprised to see baby Swee'Pea in his carriage, grasping the bottom end of a huge hot air balloon while properly anchored by some ballast - and Popeye.
- Thrill of Fair at the Internet Movie Database